UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the quarterly period ended December 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT
OF 1934
For the transition period from ________ to _________
Commission file number: 0-14136
Aries Ventures Inc.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-0987840
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
28720 Canwood Street, Suite 207, Agoura Hills, California 91301
---------------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (818) 879-6501
Not Applicable
---------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes [X] No [ ]
As of December 31, 2000, the Company had 3,533,177 shares of common stock
issued and outstanding.
Documents incorporated by reference: None.
-1-
ARIES VENTURES INC. (FORMERLY CASMYN CORP.) AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - December 31,
2000 (Unaudited) and September 30, 2000
Condensed Consolidated Statements of Operations
(Unaudited) - Three Months December 31, 2000 and 1999
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited) - Three Months Ended December 31, 2000 and
1999
Condensed Consolidated Statements of Cash Flows
(Unaudited) - Three Months Ended December 31, 2000 and
1999
Notes to Condensed Consolidated Financial Statements
(Unaudited) - Three Months Ended December 31, 2000 and
1999
Item 2. Management's Discussion and Analysis or Plan of
Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
-2-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, September 30,
2000 2000
---------- ----------
(Unaudited)
ASSETS
CURRENT
Cash and cash equivalents $ 409,598 $ 488,783
Marketable securities 52,144 553,550
Due from Resource Ventures, Inc.
(Note 7) 122,860 226,244
Accrued interest receivable - 22,920
Prepaid expenses and other
current assets 57,755 86,072
---------- ----------
642,357 1,377,569
---------- ----------
PROPERTY AND EQUIPMENT 25,844 25,844
Less: accumulated depreciation
and amortization (8,895) (5,908)
---------- ----------
16,949 19,936
---------- ----------
OTHER
Deposits 6,500 9,244
---------- ----------
$ 665,806 $ 1,406,749
========== ==========
(continued)
-3-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Balance Sheets (continued)
December 31, September 30,
2000 2000
---------- ----------
(Unaudited)
LIABILITIES
CURRENT
Accounts payable $ 153,672 $ 196,973
Accrued liabilities 6,301 24,949
Common stock repurchase
obligation (Note 5) 32,045 48,909
---------- ----------
192,018 270,831
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS' EQUITY (Notes 1, 4, 5 and 6)
Preferred stock, $0.01 par value
Authorized - 10,000,000 shares
Issued and outstanding - None - -
Common stock, $0.01 par value
Authorized - 50,000,000 shares
Issued and outstanding -
3,533,177 shares 35,332 35,332
Additional paid-in capital 2,013,684 2,013,684
Accumulated deficit (1,575,228) (1,082,898)
Accumulated other comprehensive
income - 169,800
---------- ----------
473,788 1,135,918
---------- ----------
$ 665,806 $ 1,406,749
========== ==========
See accompanying notes to condensed consolidated financial
statements.
-4-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended December 31,
-------------------------------
2000 1999
---- ----
REVENUES $ - $ -
------- ---------
COSTS AND EXPENSES
General and
administrative 171,835 199,666
Legal fees 24,415 116,159
Stock option costs - 49,975
Depreciation and
amortization 2,987 2,889
Loss on disposition
and write-down of
marketable
securities 304,274 -
Interest income (15,098) (71,827)
Other (income) expense 167 (22)
------- ---------
488,580 296,840
------- ---------
LOSS FROM CONTINUING
OPERATIONS (488,580) (296,840)
------- ---------
REORGANIZATION COSTS
(Note 5)
Legal fees - (165,029)
Administrative costs (3,750) (830)
------- ---------
LOSS FROM
REORGANIZATION (3,750) (165,859)
------- ---------
LOSS FROM DISCONTINUED
OPERATIONS (Note 2) - (245,571)
------- ---------
(continued)
-5-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited) (continued)
Three Months Ended December 31,
-------------------------------
2000 1999
---- ----
NET LOSS FROM OPERATIONS
BEFORE CHARGES RELATED
TO FIRST CONVERTIBLE
PREFERRED STOCK $(492,330) $ (708,270)
Less: Penalty on First
Convertible Preferred
Stock (Note 4) - (798,771)
------- ---------
NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS $(492,330) $(1,507,041)
======= =========
LOSS PER COMMON SHARE -
BASIC AND DILUTED
(Note 1)
Loss from continuing
operations $(0.14) $(0.61)
Loss from discontinued
operations - (0.50)
Loss from reorganization - (0.34)
Loss from charges related
to First Convertible
Preferred Stock - (1.64)
---- ----
Loss applicable to common
shareholders $(0.14) $(3.09)
==== ====
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING - BASIC AND
DILUTED (Note 1) 3,533,177 487,156
========= =======
See accompanying notes to condensed consolidated financial
statements.
-6-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
Three Months Ended December 31,
-------------------------------
2000 1999
---- ----
NET LOSS $(492,330) $ (708,270)
Other comprehensive income
(loss):
Unrealized loss on marketable
securities (300,971)
Reclassification adjustment -
for unrealized gain
included in net loss (169,800) -
------- ---------
COMPREHENSIVE LOSS $(662,130) $(1,009,241)
======= =========
See accompanying notes to condensed consolidated financial
statements.
-7-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended December 31,
-------------------------------
2000 1999
---- ----
OPERATING ACTIVITIES
Net loss from operations
before charges related
to First Convertible
Preferred Stock $ (492,330) $ (708,270)
Adjustments to reconcile
net loss to net cash
used in continuing
operating activities:
Loss from
discontinued
operations - 245,571
Depreciation and
amortization 2,987 2,889
Loss on disposition
and write-down of
marketable
securities 304,274 -
Amortization of
discount on
marketable
securities - (9,673)
Stock option costs - 49,974
Changes in operating
assets and
liabilities:
(Increase)
decrease in:
Receivables 22,920 17,300
Prepaid expenses
and other
current assets 28,317 (51,269)
Decrease in
other assets 2,744 -
Increase
(decrease) in:
Accounts payable (43,301) (46,259)
Accrued liabilities (18,648) 40,074
------- ---------
Net cash used in continuing
operating activities (193,037) (459,663)
------- ---------
(continued)
-8-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)
Three Months Ended December 31,
-------------------------------
2000 1999
---- ----
INVESTING ACTIVITIES
Advances to discontinued
operations $ - $ (42,000)
Payments from Resource
Ventures, Inc. 150,000 -
Increase in amount due from
Resource Ventures, Inc. (46,616) -
Proceeds from disposition
of marketable securities 27,332 47,583
------- ---------
Net cash provided by
investing activities 130,716 5,583
------- ---------
FINANCING ACTIVITIES
Decrease in common stock
repurchase obligation (16,864) -
------- ---------
Net cash used in
financing activities (16,864) -
------- ---------
CASH AND CASH EQUIVALENTS:
Net decrease (79,185) (454,080)
At beginning of period 488,783 2,276,351
------- ---------
At end of period $ 409,598 $1,822,271
======= =========
See accompanying notes to condensed consolidated financial
statements.
-9-
Aries Ventures Inc. (formerly Casmyn Corp.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three Months Ended December 31, 2000 and 1999
1. Organization and Basis of Presentation
Basis of Presentation - The accompanying condensed consolidated financial
statements include the operations of Aries Ventures Inc. ("Aries"), a Nevada
corporation, the successor to Casmyn Corp., a Colorado corporation ("Casmyn"),
and its wholly-owned and controlled subsidiaries. Unless the context indicates
otherwise, Aries and its subsidiaries are collectively referred to herein as the
"Company". All intercompany accounts and transactions have been eliminated on
consolidation. The condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States.
Comments - The accompanying interim condensed consolidated financial statements
are unaudited, but in the opinion of management of the Company, contain all
adjustments, which include normal recurring adjustments, necessary to present
fairly the financial position at December 31, 2000, the results of operations
for the three months ended December 31, 2000 and 1999, comprehensive loss for
the three months ended December 31, 2000 and 1999, and cash flows for the three
months ended December 31, 2000 and 1999. The consolidated balance sheet as of
September 30, 2000 is derived from the Company's audited financial statements.
Certain information and footnote disclosures normally included in financial
statements that have been prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission, although management of
the Company believes that the disclosures contained in these financial
statements are adequate to make the information presented therein not
misleading. For further information, refer to the consolidated financial
statements and the notes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2000, as filed with the
Securities and Exchange Commission.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
The results of operations for the three months ended December 31, 2000 is not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending September 30, 2001.
Business - The Company currently has no business operations. The Company's
efforts are focused on seeking a new business opportunity, seeking recovery from
its litigation and claims against former management and certain other entities
(see Note 3), and maintaining the corporate entity. The acquisition of a new
-10-
business opportunity may result in a change in name and in control of the
Company.
During the three months ended December 31, 1999, the Company's only operating
activities were conducted through its Zimbabwe subsidiary, which is engaged in
gold mining activities in Zimbabwe (a country located in southern Africa). As a
result of the Zimbabwe subsidiary being spun-off to all of the Company's
shareholders effective July 1, 2000 (see Note 4), the Zimbabwe subsidiary's
operations were classified for accounting purposes as discontinued operations
during the three months ended December 31, 1999.
The Company maintains its corporate offices in the United States. Financial
information with respect to the operations of the Zimbabwe subsidiary is
presented at Note 2.
Reclassification - Certain prior period amounts have been reclassified to
conform to the current year presentation.
Loss Per Share - Basic loss per share is calculated by dividing net loss by the
weighted average number of common shares outstanding during the period. Diluted
loss per share is calculated assuming the issuance of common shares, if
dilutive, resulting from the exercise of stock options and warrants. These
potentially dilutive securities were not included in the calculation of loss per
share for the three months ended December 31, 2000 and 1999 because the Company
incurred a loss during such periods and thus their effect would have been
anti-dilutive. Accordingly, basic and diluted loss per share are the same for
the three months ended December 31, 2000 and 1999.
Reverse Stock Split - All common share and per share amounts presented herein
reflect the 1-for-500 reverse split of outstanding shares of common stock
effective April 11, 2000.
-11-
2. Discontinued Operations; Segment and Geographic Information
During the three months ended December 31, 1999, the Company, through its
discontinued Zimbabwe subsidiary (which was spun-off to all of the Company's
shareholders on July 1, 2000), operated in one business segment, gold mining.
The Zimbabwe subsidiary's operations have been presented for accounting purposes
as a discontinued operation in the financial statements. The Zimbabwe
subsidiary's mining operations produce gold that is required to be sold to the
Reserve Bank of Zimbabwe. During the three months ended December 31, 1999, the
Zimbabwe subsidiary sold 2,678 ounces of gold. The gold mining operations in
Zimbabwe as presented herein are a discrete business entity and do not include
the allocation of any expenses incurred by the Company's United States corporate
offices.
During the three months ended December 31, 1999, the Company advanced $42,000 to
or on behalf of the Zimbabwe subsidiary's discontinued operations. The Zimbabwe
subsidiary did not transfer any funds to the Company during the three months
ended December 31, 1999.
The Zimbabwe subsidiary recognizes revenue from the sale of gold production upon
the sale and delivery of gold bullion to the Reserve Bank of Zimbabwe.
Financial information with respect to the Zimbabwe subsidiary's gold mining
operations for the three months ended December 31, 1999 is presented below.
Casmyn Mining Corporation
Statement of Operations (Unaudited)
Three Months Ended December 31, 1999
Revenues:
Gold sales $ 781,307
----------
Costs and Expenses:
Mineral production 703,076
Depreciation, depletion
and amortization 306,002
General and administrative 67,037
Provision for reclamation
and remediation 8,034
----------
1,084,149
----------
Loss from operations (302,842)
Other income, net 57,271
----------
Net loss $ (245,571)
==========
-12-
Casmyn Mining Corporation
Balance Sheet (Unaudited)
December 31, 1999
ASSETS
Current Assets:
Cash $ 76,967
Trade receivable 178,376
Mining supplies 555,757
Prepaid expenses and other
current assets 9,157
----------
820,257
----------
Property and Equipment 18,298,366
Less: accumulated depreciation,
depletion and amortization (3,075,510)
----------
15,222,856
----------
$16,043,113
==========
LIABILITIES AND SHAREHOLDER'S DEFICIENCY
Current Liabilities:
Accounts payable $ 359,897
Accrued liabilities 31,229
Reserve for reclamation and
remediation 241,334
----------
632,460
----------
Investments and advances
by parent company 26,776,886
----------
Shareholder's deficiency, net (11,366,233)
----------
$16,043,113
==========
-13-
3. Legal Proceedings
In conjunction with the Company's bankruptcy proceedings (see Note 5), the
Company initiated litigation in courts in the United States, Canada and the
Bahamas against various members of former management and other persons and
entities. The Company also asserted claims against certain professional firms
that had previously provided legal and accounting services to the Company under
the auspices of former management.
During September 2002, the Company concluded legal settlements with respect to
all litigation and claims that it had been pursuing in various jurisdictions
against the Company's former officers, directors, auditors and legal counsel.
These legal settlements provided for aggregate lump-sum cash payments to the
Company of approximately $6,900,000, which resulted in net payments of
approximately $5,700,000, after deduction for contingency legal fees and other
related expenses.
The completion of the legal settlements terminated all litigation and claims
that the Company has been asserting against all of the settling defendants.
During February 2002, the Company settled all outstanding debts and claims that
it had against WaterPur International, Inc. ("WaterPur") in exchange for
1,000,000 shares of WaterPur common stock and warrants to purchase 250,000
shares of WaterPur common stock, exercisable for a period of three years at
$1.00 per share. The Company has not ascribed any value to such securities
because no fair market value was ascertainable and the previous investments in
WaterPur were written off in prior years as the Company deemed such investments
impaired. In conjunction with this settlement, the acquisitions previously
effected by WaterPur on May 10, 1999 were rescinded, and WaterPur acquired
Aquentium, Inc., an investment and holding company incorporated in the state of
Nevada, in a reverse merger transaction.
-14-
4. Preferred Stock
On April 14, 1997, the Company completed the placement of 751,200 shares of
First Convertible Preferred Stock. An additional 83,467 shares of First
Convertible Preferred Stock were issued to Societe Generale in exchange for a
previously issued convertible debenture. On September 2, 1997, the Company
completed the placement of an additional 533,885 shares of First Convertible
Preferred Stock.
Each share of First Convertible Preferred Stock had a stated value of $25.00 per
share and was entitled to a dividend of 8% per annum, payable quarterly, to be
paid in additional shares of First Convertible Preferred Stock, and was
convertible into shares of common stock over a five year period at an increasing
discount to the market price of the common stock at the time of conversion,
subject to certain adjustments. The number of shares that could be converted by
a holder over a ten-month period beginning in July 1997 was limited to 10% per
month on a cumulative basis.
The Company had 523,784 shares of First Convertible Preferred Stock issued and
outstanding on September 30, 1999 and December 31, 1999. Pursuant to the
Preferred Stock Investment Agreements dated April 11, 1997 and September 2, 1997
(the "Investment Agreements"), a technical default occurred when the Company's
common stock was delisted from the NASDAQ SmallCap Market on July 31, 1998. The
Investment Agreements obligated the Company to pay the holders of the First
Convertible Preferred Stock a cash penalty of 3% of the total purchase price of
the Preferred Stock during any period in excess of 30 days that the Company's
common stock was not listed and traded on NASDAQ or a national securities
exchange. The Investment Agreements provided the holders of the First
Convertible Preferred Stock with the right to have their shares redeemed by the
Company at the adjusted liquidation preference plus accrued but unpaid dividends
if the 3% penalty was not paid within 30 days of when due.
As a result of the default caused by the delisting of the Company's common stock
from the NASDAQ SmallCap Market on July 31, 1998, which occurred under the
auspices of former management, the Company recorded a penalty with respect to
the First Convertible Preferred Stock of $798,771 for the three months ended
December 31, 1999, which was not paid. The accrued liability with respect to the
penalty on First Convertible Preferred Stock of $5,715,978 at December 31, 1999
was settled as part of the bankruptcy proceedings.
Since the right to require the Company to redeem the shares of First Convertible
Preferred Stock outstanding at September 30, 1999 was outside the control of the
Company, the carrying value of the outstanding shares of First Convertible
Preferred Stock at such date was recorded in the financial statements at their
redemption liquidation preference of $21,466,557, and such shares were
reclassified out of the shareholders' deficiency section of the balance sheet at
such date.
-15-
5. Restructuring and Reorganization
During the fiscal year ended September 30, 1999, as a result of various actions
and transactions authorized by former management over the past few years, the
Company encountered severe financial difficulties. These financial difficulties
included significant losses, dissipation of the Company's working capital and
managerial resources, delisting of the Company's common stock from the NASDAQ
SmallCap Market, and the Company's defaulting on certain obligations to the
holders of the First Convertible Preferred Stock (see Note 4). As a result of
these developments, the Board of Directors was reconfigured and new management
was appointed to address and resolve these problems, as described below.
During August 1998, the Board of Directors of the Company was reconfigured, with
two members resigning and four new members being appointed. On October 1, 1998,
Amyn S. Dahya resigned as President and Chief Executive Officer and was replaced
by Mark S. Zucker, one of the new directors.
During October and November 1998, the Company completely restructured its
management team, which then began a comprehensive review and evaluation of the
Company's existing business operations and capital structure, with the objective
of rationalizing the Company's capital structure and maximizing the entity value
for all of the Company's equity holders.
In October 1998, the Company began the implementation of a plan to streamline
its operations worldwide and divest all non-core business interests. By that
time, the Company's only significant remaining operations were its gold mining
operations in Zimbabwe. Accordingly, new management focused its operational
turnaround efforts on the Zimbabwe gold mining operations. The Company
implemented programs to evaluate ways to improve production and achieve
production efficiencies, increase gold reserves, reduce capital expenditures and
operating costs, maximize operating profits and operating cash flows, and
evaluate future opportunities. New management downsized the Company's executive
management and corporate staff, closed the Company's executive and
administrative offices in Vancouver, British Columbia, Canada, and relocated
them to Los Angeles, California, which resulted in substantial cost savings to
the Company.
On June 2, 1999, the holders of more than 10% of the outstanding shares of
common stock and the holders of more than 10% of the outstanding shares of First
Convertible Preferred Stock sent a letter to the Company's Board of Directors
proposing amendments to the Company's Articles of Incorporation and calling for
a special meeting of the Company's shareholders to consider a vote on such
amendments. The proposed amendments called for a 1-for-500 reverse stock split
of the common stock, a conversion of each share of First Convertible Preferred
Stock into 8.5 shares of post-reverse split common stock, and an increase in the
Company's authorized shares of capital stock. These amendments, had they been
approved by the Company's shareholders, would have resulted in the then current
holders of the First Convertible Preferred Stock owning approximately 90% of the
issued and outstanding shares of common stock following the completion of the
above-described reverse stock split and conversion. Management of the Company
-16-
responded to this proposal and engaged in extensive discussions with such
shareholders. The Company's Board of Directors ultimately made a determination
not to take a position or make a recommendation regarding this proposal.
On December 7, 1999, Casmyn filed for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the
Central District of California (the "Bankruptcy Court") in order to proceed with
an equity recapitalization. The Zimbabwe gold mining operations were owned by a
separate subsidiary of Casmyn which was not a part of the Chapter 11 bankruptcy
filing, and which continued to conduct business as usual during the bankruptcy
proceedings. Casmyn operated as debtor-in-possession during the bankruptcy
proceedings.
On March 31, 2000, the Bankruptcy Court confirmed the Debtor's Second Amended
Chapter 11 Plan of Reorganization (the "Plan"). The Bankruptcy Court entered its
Order Confirming Debtor's Second Amended Chapter 11 Plan of Reorganization on
March 31, 2000, resulting in the Plan becoming effective on April 11, 2000.
Pursuant to the Bankruptcy Court Order, the record date to determine the
distribution of cash and securities to common and preferred shareholders
entitled to receive consideration under the Plan was set as April 11, 2000.
Creditors and shareholders voted overwhelmingly to approve the Plan.
Pursuant to the confirmed Plan, all of the 523,784 shares of First Convertible
Preferred Stock outstanding were cancelled, and each cancelled share of First
Convertible Preferred Stock became convertible into 5.27 shares of common stock.
The shares of First Convertible Preferred Stock represented substantially all of
Casmyn's debt obligations, with aggregate claims in excess of $27,000,000. In
accordance with the Plan, creditors and preferred shareholders received
approximately 85% of the common equity, and existing common shareholders
received approximately 15% of the common equity, subject to certain adjustments
authorized by the Plan. Approximately 3,533,000 shares of common stock were
issued and outstanding upon implementation of the Plan.
The implementation of the Plan resulted in the Company's shareholders' equity
increasing by $11,361,875, from $(8,435,357) at December 31, 1999 to $2,926,518
at March 31, 2000, in spite of write-downs of $17,604,326 resulting from the
adoption of "fresh-start reporting" as of March 31, 2000.
In accordance with the Plan, on April 11, 2000, the Company effected a 1-for-500
reverse split of its 243,578,142 shares of common stock outstanding.
Shareholders owning less than 50,000 shares of common stock on April 11, 2000
were entitled to receive a cash payment of $1.00 per share after adjusting for
the 1-for-500 reverse stock split. Any certificates for old common and preferred
stock not presented to the Company's transfer agent by the close of business on
April 10, 2001 were automatically cancelled without any further notice or action
by the Company. In conjunction with the shares of common stock being issued to
preferred and common shareholders pursuant to the Plan, the Plan also authorized
the issuance of certain common stock purchase warrants to such recipients.
-17-
Pursuant to the confirmed Plan, the Company's common and preferred shareholders,
individually and as classes, were deemed to have transferred to the Company any
and all rights that they may have had, known and unknown, to sue the former or
present officers, directors, professionals, and agents of the Company for any
causes of action whatsoever relating to their acts, conduct or responsibilities
with respect to the Company and arising from 1994 forward. In addition, during
March 2000, the Company acquired certain rights to assert claims and to sue
certain individuals and entities from the placement agent of the Company's First
Convertible Preferred Stock.
On April 28, 2000, in accordance with the Plan, Casmyn was merged with and into
Aries Ventures Inc. ("Aries"), with Aries being the surviving corporation. Aries
was incorporated in Nevada on April 21, 2000 as a wholly-owned subsidiary of
Casmyn for this purpose.
On May 18, 2000, the name of the Company's subsidiary incorporated in the state
of Nevada to own the Company's mining investments and properties was changed
from Goldco Ltd. to Resource Ventures, Inc. ("Resource").
On June 1, 2000, the Bankruptcy Court approved and entered an Order Authorizing
Non-Material Modification of Debtor's Second Amended Chapter 11 Plan of
Reorganization (the "Modification Order"). The Modification Order authorized the
Company to bypass the issuance of "New Goldco Warrants" as provided for in the
Plan, and instead to issue and distribute to its shareholders all or a majority
of the common stock of the Company's wholly-owned subsidiary that owns the
Company's mining investments and properties in Zimbabwe.
Pursuant to the Modification Order, effective July 1, 2000, the Company's Board
of Directors authorized the distribution of all of the shares of common stock of
Resource to the Company's shareholders of record on April 11, 2000. Accordingly,
shareholders entitled to exchange their old securities for new securities
pursuant to the Plan received one share of common stock and one common stock
purchase warrant (designated as the "Series A" warrants) in Aries and Resource,
respectively. Each Series A warrant entitled the holder to purchase one share of
common stock at $6.00 per share through April 11, 2001, which was subsequently
extended to October 11, 2003.
When new management was appointed on October 1, 1998, the Company had a
shareholders' deficiency of approximately $(21,600,000). Between October 1998
and September 2002, as a result of new management's successful efforts to
restructure and recapitalize the Company and to pursue various legal claims, the
Company's shareholders' equity increased by over $26,000,000, to approximately
$4,700,000 at September 30, 2002, which consists primarily of cash (see Note 3).
In addition, shareholders of record on July 1, 2000 received an identical equity
interest in the Company's former mineral assets, consisting primarily of the
Zimbabwe gold mining properties, through the spin-off of the Company's former
Nevada subsidiary.
-18-
6. Issuance of Stock Options
The confirmed Plan authorized the Company to adopt an Employee Stock Option
Plan, providing for the granting of stock options for up to 10% of the total
outstanding shares of common stock of the Company (353,318 shares), and a
Management Incentive Stock Option Plan, providing for the granting of stock
options for up to 7% of the total outstanding shares of common stock of the
Company (247,322 shares), as of April 11, 2000, the effective date of the
confirmed Plan, which represent stock options to acquire an aggregate of 600,640
shares of common stock. On November 1, 2000, the Company granted stock options
under these stock option plans to management and directors aggregating 353,318
shares of common stock, exercisable for a period of five years at $0.23 per
share, which was fair market value on the date of grant. The stock options vest
in equal annual increments on September 30, 2001, 2002 and 2003.
7. Due from Resource Ventures, Inc.
In conjunction with the spin-off of Resource effective July 1, 2000, the Company
capitalized Resource with $250,000 cash and provided a short-term advance of
$150,000. During the fiscal year ended September 30, 2000, subsequent to the
spin-off of Resource effective July 1, 2000, the Company allocated certain
common corporate services to Resource aggregating $76,244, which has been
reflected as due from Resource in the financial statements at September 30,
2000. The aggregate amount due from Resource as of September 30, 2000 of
$226,244 was received by the Company during the nine months ended June 30, 2001,
of which $150,000 was received during the three months ended December 31, 2000.
As of December 31, 2000, amounts due from Resource aggregated $122,860. During
the three months ended December 31, 2000, the Company allocated certain common
corporate services to Resource aggregating $46,616.
-19-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:
This Quarterly Report on Form 10-QSB for the quarterly period ended December 31,
2000 contains "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, including statements that include the
words "believes", "expects", "anticipates", or similar expressions. These
forward-looking statements include, but are not limited to, statements
concerning the Company's expectations regarding its working capital
requirements, financing requirements, business prospects, and other statements
of expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. The forward-looking statements in this Quarterly Report on Form 10-QSB
for the quarterly period ended December 31, 2000 involve known and unknown
risks, uncertainties and other factors that could cause the actual results,
performance or achievements of the Company to differ materially from those
expressed in or implied by the forward-looking statements contained herein.
General Overview:
As of December 31, 2000, the Company had no business operations. The Company's
efforts are focused on seeking a new business opportunity, seeking recovery
from its litigation and claims against former management and certain other
entities (which effort was successfully concluded in September 2002), and
maintaining the corporate entity. The acquisition of a new business opportunity
may result in a change in name and in control of the Company.
During the three months ended December 31, 1999, the Company's only operating
activities were conducted through its Zimbabwe subsidiary, which is engaged in
gold mining activities Zimbabwe (a country located in southern Africa). As a
result of the Zimbabwe subsidiary being spun-off to all of the Company's
shareholders effective July 1, 2000, the operations of the Zimbabwe subsidiary
were classified for accounting purposes as discontinued operations during the
three months ended December 31, 1999.
Financial information with respect to the Zimbabwe subsidiary for the three
months ended December 31, 1999 is presented subsequently as part of the
discussion of discontinued operations. The gold mining operations in Zimbabwe as
presented herein are a discrete business entity and do not include the
allocation of any expenses incurred by the Company's United States corporate
offices.
Results of Operations:
Three Months Ended December 31, 2000 and 1999:
Continuing Operations:
General and Administrative. General and administrative expenses were $171,835
and $199,666 for the three months ended December 31, 2000 and 1999,
-20-
respectively. Significant components of general and administrative expenses
include management and directors' compensation, accounting fees, insurance
costs, travel and offices expenses. These costs were incurred to manage the
discontinued operations, maintain the corporate structure, pursue legal claims
and restructure the Company. The reduction in expenses in 2000 as compared to
1999 reflects reduced directors' fees and management compensation, offset in
part by increased accounting fees, insurance costs and office expenses. The
Company continued to reduce general and administrative expenses during the
remainder of the fiscal year ended September 30, 2001 as compared to the fiscal
year ended September 30, 2000.
Legal Fees. Legal fees were $24,415 and $116,159 for the three months ended
December 31, 2000 and 1999, respectively, reflecting efforts to restructure the
Company and investigate and evaluate potential legal claims. The reduction in
legal fees in 2000 as compared to 1999 was a result of the Company concentrating
its legal activities through a contingency fee law firm.
Stock Option Costs. Stock option costs were $49,974 for the three months ended
December 31, 1999, and consisted of costs with respect to the cashless exercise
provision of an option to acquire First Convertible Preferred Stock granted to
an officer in January 1999.
Depreciation and Amortization. Depreciation and amortization was $2,987 and
$2,889 for the three months ended December 31, 2000 and 1999, respectively.
Loss on Disposition and Write-Down of Marketable Securities. The Company
recorded a loss of $304,274 with respect to the disposition and write-down of
marketable securities during the three months ended December 31, 2000.
Interest Income. Interest income was $15,098 and $71,827 for the three months
ended December 31, 2000 and 1999, respectively.
Other (Income) Expense. Other expense was $167 for the three months ended
December 31, 2000, as compared to other income of $22 for the three months ended
December 31, 1999.
Loss From Continuing Operations. The loss from continuing operations was
$488,580 and $296,840 for the three months ended December 31, 2000 and 1999,
respectively.
Reorganization Costs. Reorganization costs related to the bankruptcy proceedings
aggregated $3,750 and $165,859 for the three months ended December 31, 2000 and
1999, respectively. Reorganization costs in 2000 consisted primarily of legal
fees of $165,029.
Loss From Discontinued Operations. The loss from discontinued operations for the
three months ended December 31, 1999, consisting of the results of operations of
the Zimbabwe subsidiary, was $245,571. This loss does not include the allocation
of any expenses incurred by the Company's United States corporate offices.
Net Loss From Operations Before Charges Related to First Convertible Preferred
Stock. The net loss from operations before charges related to First Convertible
-21-
Preferred Stock was $492,330 and $708,270 for the three months ended December
31, 2000 and 1999, respectively.
Net Loss Applicable to Common Shareholders. During the three months ended
December 31, 1999, the Company recorded a penalty on First Convertible Preferred
Stock of $798,771 related to the delisting of the Company's common stock from
NASDAQ on July 31, 1998. As a result, the net loss applicable to common
shareholders was $492,330 and $1,507,041 for the three months ended December 31,
2000 and 1999, respectively.
Discontinued Operations:
The gold mining operations in Zimbabwe are operated as a separate business
entity by local management and do not include the allocation of any expenses
incurred by the Company's United States corporate offices.
Revenues. Revenues from gold sales for three months ended December 31, 2000 were
$781,307. During the three months ended December 31, 1999, 2,678 ounces of gold
were sold at an average price of $292 per ounce.
Mineral Production. Mineral production costs for the three months ended December
31, 1999 were $703,076 or 90.0% of revenues. The average direct production cash
cost per ounce of gold was $263 for the three months ended December 31, 1999.
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization expense was $306,002 for the three months ended December 31, 1999.
General and Administrative. General and administrative expenses were $67,037 for
the three months ended December 31, 1999.
Provision for Reclamation and Remediation. During the three months ended
December 31, 1999, the Zimbabwe subsidiary recorded a provision for reclamation
and remediation of $8,034. The Zimbabwe subsidiary records additions to the
provision for reclamation and remediation based on ounces of gold produced.
Loss from Operations. The loss from operations was $302,842 for the three months
ended December 31, 1999.
Other Income. Other income was $57,271 for the three months ended December 31,
1999.
Net Loss. The net loss was $245,571 for the three months ended December 31,
1999.
Consolidated Financial Condition - December 31, 2000:
Liquidity and Capital Resources:
Overview. The Company had cash and cash equivalents of $409,598 at December 31,
2000, as compared to $488,783 at September 30, 2000, a decrease of $71,185. As
of December 31, 2000, the Company's working capital was $450,339, as compared to
working capital of $1,106,738 at September 30, 2000, reflecting current ratios
of 3.3:1 and 5.1:1, respectively.
-22-
Operating. The Company's operations utilized cash resources of $193,037 and
$459,663 during the three months ended December 31, 2000 and 1999, respectively.
The reduction in cash used in operating activities in 2000 as compared to 1999
was primarily a result in reduced legal fees, reorganization costs and
management compensation.
As of December 31, 2000, the Company had no business operations. The Company's
efforts are focused on seeking a new business opportunity, seeking recovery
from its litigation and claims against former management and certain other
entities (which effort was successfully concluded in September 2002), and
maintaining the corporate entity.
The Company anticipates that its working capital resources are adequate to fund
anticipated costs and expenses during the remainder of the fiscal year ending
September 30, 2001.
Investing. During the three months ended December 31, 2000, net cash provided by
investing activities was $130,716, consisting of the proceeds from the
disposition of marketable securities of $27,332 and the repayment of an advance
from Resource Ventures, Inc. of $150,000, net of an increase in the amount due
from Resource Ventures, Inc. of $46,616. During the three months ended December
31, 1999, net cash provided by investing activities was $5,583, consisting of
the proceeds from the disposition of marketable securities of $47,583, net of
advances of $42,000 to or on behalf of the Zimbabwe subsidiary prior to its
spin-off on July 1, 2000.
Financing. During the three months ended December 31, 2000, the Company's common
stock repurchase obligation decreased by $16,864.
-23-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In conjunction with the Company's bankruptcy proceedings, the Company initiated
litigation in courts in the United States, Canada and the Bahamas against
various members of former management and other persons and entities. The Company
also asserted claims against certain professional firms that had previously
provided legal and accounting services to the Company under the auspices of
former management.
During September 2002, the Company concluded legal settlements with respect to
all litigation and claims that it had been pursuing in various jurisdictions
against the Company's former officers, directors, auditors and legal counsel.
These legal settlements provided for aggregate lump-sum cash payments to the
Company of approximately $6,900,000, which resulted in net payments of
approximately $5,700,000, after deduction for contingency legal fees and other
related expenses.
The completion of the legal settlements terminated all litigation and claims
that the Company has been asserting against all of the settling defendants.
During February 2002, the Company settled all outstanding debts and claims that
it had against WaterPur International, Inc. ("WaterPur") in exchange for
1,000,000 shares of WaterPur common stock and warrants to purchase 250,000
shares of WaterPur common stock, exercisable for a period of three years at
$1.00 per share. The Company has not ascribed any value to such securities
because no fair market value was ascertainable and the previous investments in
WaterPur were written off in prior years as the Company deemed such investments
impaired. In conjunction with this settlement, the acquisitions previously
effected by WaterPur on May 10, 1999 were rescinded, and WaterPur acquired
Aquentium, Inc., an investment and holding company incorporated in the state of
Nevada, in a reverse merger transaction.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The confirmed Plan authorized the Company to adopt an Employee Stock Option
Plan, providing for the granting of stock options for up to 10% of the total
outstanding shares of common stock of the Company (353,318 shares), and a
Management Incentive Stock Option Plan, providing for the granting of stock
options for up to 7% of the total outstanding shares of common stock of the
Company (247,322 shares), as of April 11, 2000, the effective date of the
confirmed Plan, which represent stock options to acquire an aggregate of 600,640
shares of common stock. On November 1, 2000, the Company granted stock options
under these stock option plans to management and directors aggregating 353,318
shares of common stock, exercisable for a period of five years at $0.23 per
share, which was fair market value on the date of grant. The stock options vest
in equal annual increments on September 30, 2001, 2002 and 2003.
The stock options were issued without registration in reliance upon the
exemption afforded by Section 4(2) of the Securities Act of 1933, as amended,
based on certain representations made to the Company by the recipients.
-24-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A list of exhibits required to be filed as part of this report is set
forth in the Index to Exhibits, which immediately precedes such
exhibits, and is incorporated hereby by reference.
(b) Reports on Form 8-K
Three Months Ended December 31, 2000: None
-25-
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARIES VENTURES INC.
------------------------
(Registrant)
/s/ MARK S. ZUCKER
DATE: December 23, 2002 By: ________________________
Mark S. Zucker
Chairman of the Board of
Directors
/s/ ROBERT N. WEINGARTEN
DATE: December 23, 2002 By: ________________________
Robert N. Weingarten
President and Chief
Financial Officer
-26-
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------ -----------------------
99.1 Certification - Section 906 of the Sarbanes-Oxley Act of 2002
-27-